U.S.-based TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ) announced on June 29, 2026, that it has signed a Definitive Merger Agreement with Carbonium Core. Upon completion of the transaction, Carbonium Core will become a publicly traded company through the merger, and the combined business will focus on advanced nuclear reactors, AI data center infrastructure, and critical materials.
Under the terms of the agreement, subject to regulatory approvals and the completion of at least $10 million in financing, Carbonium shareholders are expected to own approximately 90% of the combined company. The companies anticipate closing the transaction during the third quarter of 2026 (Q3 2026).
Key Merger Highlights
| Particular | Details |
| Acquirer | TOMI Environmental Solutions |
| Target | Carbonium Core |
| Deal Type | Merger (Definitive Merger Agreement) |
| Deal Value | Not Disclosed |
| Announcement Date | June 29, 2026 |
| Expected Closing | Q3 2026 (Subject to regulatory approvals and financing conditions) |
| Acquirer Country | United States |
| Target Country | United States |
| Industry | Environmental Technology / Advanced Nuclear Materials |
| Acquirer Exchange | NASDAQ |
| Ticker Symbol | TOMZ |
| Ownership After Merger | Carbonium shareholders expected to own approximately 90% of the combined company |
| Minimum Financing Condition | US$10 Million |
| Strategic Focus | Nuclear-Grade Graphite, AI Data Centers, Advanced Nuclear Reactors, Critical Materials Supply Chain |
Company Overview: TOMI Environmental Solutions
TOMI Environmental Solutions is a U.S.-based company specializing in infection prevention, decontamination, and environmental disinfection technologies.
Its flagship product, SteraMist®, uses the company’s patented Binary Ionization Technology (BIT™) to eliminate bacteria, viruses, spores, mold, and other harmful pathogens. The technology is widely used by hospitals, pharmaceutical manufacturers, biotechnology laboratories, research facilities, food processing companies, and government agencies.
Key Business Areas
- Healthcare and hospitals
- Pharmaceutical manufacturing
- Biotechnology laboratories
- Food safety
- Government and defense facilities
Company Overview: Carbonium Core
Carbonium Core is an American technology company developing nuclear-grade graphite and critical rare-earth materials for the next generation of nuclear energy systems.
The company aims to establish a domestic U.S. supply chain for materials required in Small Modular Reactors (SMRs) and Generation IV nuclear reactors. Its graphite technology is based on licensed innovations developed at Oak Ridge National Laboratory.
Why Are the Two Companies Merging?
This merger represents much more than a traditional corporate acquisition. It is a strategic effort to position the combined company in one of the fastest-growing industrial sectors.
While TOMI has built its reputation in environmental disinfection, Carbonium is focused on manufacturing materials that are expected to play a crucial role in future nuclear energy projects.
The companies believe several long-term trends will drive demand:
- Rapid expansion of AI data centers
- Increasing global electricity consumption
- Greater adoption of advanced nuclear power
- Rising demand for nuclear-grade graphite and other critical materials
Together, the companies aim to capitalize on these emerging opportunities.
How Does This Merger Relate to AI Data Centers?
Artificial intelligence is driving an unprecedented increase in electricity demand.
Major technology companies such as Microsoft, Google, Amazon, and Meta are investing billions of dollars in building large-scale AI data centers that require continuous, reliable power around the clock.
Since renewable energy sources such as solar and wind cannot always provide uninterrupted electricity, many countries are investing in advanced nuclear reactors as a stable, carbon-free energy solution.
These reactors require specialized materials, including nuclear-grade graphite, making Carbonium’s technology increasingly valuable.
Why Is Nuclear-Grade Graphite Important?
Nuclear-grade graphite is significantly different from conventional graphite.
Its key characteristics include:
- Ultra-high purity
- Exceptional heat resistance
- Radiation stability
- Long operational lifespan
Carbonium states that its technology is designed to produce graphite with approximately 99.9% purity, making it suitable for advanced nuclear applications.
Why Is This Deal Important for the United States?
The United States currently depends heavily on foreign suppliers—particularly China—for many critical minerals and graphite products.
By developing domestic production capabilities, the U.S. aims to:
- Strengthen national supply chains
- Reduce dependence on imports
- Improve energy security
- Support future nuclear energy development
Carbonium’s business strategy aligns closely with these national priorities.
Potential Benefits for TOMI Environmental Solutions
1. Entry into a High-Growth Industry
The merger enables TOMI to expand beyond environmental disinfection into advanced nuclear materials and energy technologies.
2. Access to a Growing Market
As AI infrastructure expands worldwide, demand for reliable nuclear energy and related materials is expected to increase significantly.
3. New Long-Term Growth Opportunities
If Carbonium successfully commercializes its technology, the combined company could generate substantial new revenue streams from advanced materials.
4. Technology Integration
The company has also indicated that Carbonium’s graphene and advanced material technologies may eventually support future robotics, drone systems, and other innovative applications.
Key Terms of the Merger
- A Definitive Merger Agreement has been signed.
- The transaction requires at least $10 million in financing.
- Regulatory approvals, including NASDAQ requirements, must be obtained.
- Shareholder approval is required.
- Carbonium shareholders are expected to own approximately 90% of the combined company.
- The companies are targeting completion during Q3 2026.
Risks Investors Should Consider
Although the merger presents attractive long-term opportunities, several risks remain:
- Financing may not be completed as planned.
- Regulatory approvals could take longer than expected.
- Commercial adoption of advanced nuclear technologies may require significant time.
- Scaling new manufacturing technologies could present operational challenges.
Investors should monitor these developments closely before evaluating the long-term impact of the transaction.
Outcome
The merger between TOMI Environmental Solutions and Carbonium Core represents a strategic shift toward industries expected to shape the future of global energy infrastructure.
By combining TOMI’s corporate platform with Carbonium’s expertise in nuclear-grade graphite and critical materials, the merged company aims to benefit from the rapid growth of AI data centers, advanced nuclear reactors, and secure domestic supply chains.
If the merger is completed successfully and Carbonium commercializes its technology as planned, the combined company could become an important participant in the evolving U.S. nuclear materials industry. However, investors should remember that the transaction remains subject to financing, regulatory approvals, and other closing conditions before its full potential can be realized.
Source: nasdaq press
